QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the quarterly period ended March 31, 2017

or

[ ]

TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission
File Number 000-54323

RedHawk
Holdings Corp.

(Exact
name of registrant as specified in its charter)

Nevada

20-3866475

(State
or other jurisdiction ofincorporation or organization)

(IRS
EmployerIdentification No.)

120
Rue Beauregard, Suite 206

Lafayette,
Louisiana

70508

(Address
of principal executive offices)

(Zip
Code)

(337)
269-5933

(Registrant’s
telephone number, including area code)

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.

Large
accelerated filer

[ ]

Accelerated
filer

[ ]

Non-accelerated
filer

[ ]

(Do
not check if a smaller reporting company)

Smaller
reporting company

[X]

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No
[X]

On
May 1, 2017, 361,049,027 shares of common stock, par value 0.001 per share, were outstanding.

Common
Stock, par value of $0.001 per share, 450,000,000 authorized shares with 379,070,562 issued at March 31, 2017 and 375,094,082
issued at June 30, 2016

379,071

375,094

Additional
paid-in capital

1,254,890

1,192,283

Accumulated
other comprehensive loss

-

(38,860

)

Accumulated
deficit

(3,277,175

)

(2,646,026

)

960,244

1,372,491

Less,
Treasury stock 18,021,535 shares, at cost

(76,102

)

(76,102

)

Total
RedHawk Holdings Corp. Stockholders’ Equity

884,142

1,296,389

Noncontrolling
interest in foreign limited liability company

(88,376

)

-

Total
Stockholders’ Equity

795,766

1,296,389

Total
Liabilities and Stockholders’ Equity

$

2,599,803

$

3,638,816

The
accompanying notes are an integral part of these financial statements

3

REDHAWK
HOLDINGS CORP.

Consolidated
Statements of Operations

(unaudited)

Three Months Ended March 31,

Nine Months Ended March 31,

2017

2016

2017

2016

Revenues

$

338,931

$

9,750

$

1,556,548

$

19,700

Less, discounts

88,345

-

(732,156

)

-

427,276

9,750

824,392

19,700

Operating Expenses:

Costs of goods sold

70,031

-

195,136

-

Sales and marketing expenses

(6,217

)

21,750

94,509

21,750

Professional fees

60,354

327,179

300,013

525,505

Management fees

10,928

250,000

60,000

285,500

Operating expenses

52,394

4,582

127,159

5,957

Depreciation and amortization

17,765

24,999

68,338

62,144

General and administrative

52,668

53,266

227,793

81,757

Total Operating Expenses

257,923

681,776

1,072,948

982,613

Net Income (Loss) from Operations

169,353

(672,026

)

(248,556

)

(962,913

)

Other Income (Expense):

Expiration of indebtedness

-

-

-

156,697

Amortization of discount on convertible debentures

(5,450

)

-

(18,800

)

-

Amortization of deferred financing charges

(2,281

)

-

(9,504

)

-

Gain (Loss) on foreign currency exchange

41

-

(470

)

-

Gain (Loss) on the sale of assets

(839

)

15,045

(4,834

)

15,045

Dividend income

5

12,039

9,982

14,809

Interest expense

(9,188

)

(8,869

)

(45,377

)

(12,562

)

(17,712

)

18,215

(69,003

)

173,989

Consolidated Net Income (Loss)

151,641

(653,811

)

(317,559

)

(788,924

)

Other comprehensive income (loss):

Unrecognized gain on marketable securities

-

12,019

-

412

-

12,019

-

412

Comprehensive Income (Loss)

151,641

(641,792

)

(317,559

)

(788,512

)

Less, Net income (loss) attributable to noncontrolling
interest

186,902

-

220,178

-

Net Loss attributable to RedHawk Holdings Corp.

(35,261

)

(641,792

)

(537,737

)

(788,512

)

Preferred Stock Dividends

(31,125

)

(30,083

)

(93,375

)

(31,427

)

Net Loss and Comprehensive Loss Available for Common Stockholders

$

(66,386

)

$

(671,875

)

$

(631,112

)

$

(819,939

)

Net Loss Per Share

Basic

$

-

$

-

$

-

$

-

Diluted

$

-

$

-

$

-

$

-

Weighted Average Shares Outstanding

Basic

361,021,249

361,740,633

359,185,583

360,723,520

Diluted

361,021,249

361,740,633

359,185,583

360,723,520

The
accompanying notes are an integral part of these financial statements

4

REDHAWK
HOLDINGS CORP.

Consolidated
Statements of Cash Flows

(unaudited)

Nine Months Ended March 31,

2017

2016

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$

(317,599

)

$

(788,924

)

Adjustments to reconcile net loss to net cash used in operations:

Amortization of intangibles

52,671

51,498

Net revenue considered a deemed distribution to noncontrolling
interests

(313,177)

-

Amortization of discount on convertible debentures

18,800

-

Depreciation

15,667

10,646

Amortization of deferred loan costs

9,504

-

Loss (gain) on sale of marketable securities

10,318

(15,045

)

Contributed management services

-

20,000

Non-cash interest expense

21,844

-

Expiration of indebtedness

-

(156,697

)

Changes in operating assets and liabilities:

Accounts receivable

270,618

(4,250

)

Inventory

(243,542

)

(175,000

)

Prepaid expense and deposits

(43,339

)

(55,943

)

Accounts payable and accrued liabilities

127,499

603,093

Due to related party

-

(28,635

)

Net Cash Used in Operating Activities

(390,736

)

(539,257

)

CASH FLOWS FROM INVESTING ACTIVITIES

Net proceeds from the sale of marketable securities

367,574

548,675

Intangible assets acquired

-

(5,000

)

Investment in domestic limited liability company

(70,000

)

-

Net Cash Provided by (Used in) Investing Activities

297,574

543,675

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from related party line of credit

161,613

100,000

Proceeds from the sale of stock

24,584

50,000

Proceeds from issuance of convertible notes

210,000

35,000

Proceeds from issuance of Series B preferred stock

-

256,767

Deferred loan costs, net

(10,826

)

(10,096

)

Proceeds from bank line of credit

-

100,000

Principal payments on bank line of credit

(1,000,495

)

(127,759

)

Net proceeds from (payments on) insurance notes payable

(7,955

)

6,623

Preferred stock dividends paid

-

(1,344

)

Treasury stock acquired

-

(76,102

)

Principal payments on long-term debt

(6,291

)

(3,261

)

Net Cash Provided by (Used in) Financing Activities

(629,370

)

329,828

Effect of exchange rates on cash

11,792

-

Increase (Decrease) in cash

(710,740

)

334,246

Cash, Beginning of Period

727,631

900

Cash, End of Period

$

16,891

$

335,146

Non-Cash Investing and Financing Activities:

Land and building acquired in exchange for Series A Preferred Stock and assumption of debt

$

-

$

780,000

Assumption of debt for land and building acquired

$

-

$

265,000

Exchange of marketable securities and assumption of line of credit for Series B Preferred Stock

$

-

$

1,855,692

Assumption of debt in exchange for marketable securities acquired

$

-

$

980,000

Beneficial conversion discount on convertible notes

$

42,000

$

-

Non-cash preferred stock dividends declared

$

62,250

$

-

Partnership investment acquired in exchange for Series A Preferred Stock

$

-

$

625,000

Related party line of credit converted into Series A Preferred Stock

$

-

$

100,000

Equity investment acquired in exchange for common stock

$

-

$

260,000

Finance insurance premiums

$

-

$

29,250

Preferred stock dividends declared but unpaid

$

-

$

30,083

Supplemental Disclosures:

Interest paid

$

-

$

3,693

Income tax paid

$

-

$

-

The
accompanying notes are an integral part of these financial statements

5

REDHAWK
HOLDINGS CORP.

Notes
to the Unaudited Consolidated Financial Statements

March
31, 2017

1.

NATURE
OF OPERATIONS AND CONTINUANCE OF BUSINESS

RedHawk
Holdings Corp. (formerly Independence Energy Corp.) was incorporated in the State of Nevada on November 30, 2005 under the name
“Oliver Creek Resources Inc.” At inception, we were organized to acquire, explore and develop natural resource properties
in the United States. Effective August 12, 2008, we changed our name from “Oliver Creek Resources Inc.” to “Independence
Energy Corp.” and opened for trading on the Over-the Counter Bulletin Board under the symbol “IDNG.” Effective
October 13, 2015, by vote of a majority of the Company’s stockholders, the Company’s name was changed from “Independence
Energy Corp.” to “RedHawk Holdings Corp.”

On
March 31, 2014, the Company acquired the exclusive right to distribute certain medical devices and changed the focus of its
operations to include medical device distribution. We have expanded our business focus to include other operations.
Currently, we are a diversified holding company which, through our subsidiaries, is engaged in sales and distribution of
medical devices, sales of branded generic pharmaceutical drugs, commercial real estate investment and leasing, sales of point
of entry full-body security systems, and specialized financial services. Through its medical products business unit, the
Company sells WoundClot Surgical - Advanced Bleeding Control, the SANDD™ Insulin Needle Destruction Unit (formerly
known as the Disintegrator™), the Carotid Artery Digital Non-Contact Thermometer and Zonis®. Through our United
Kingdom based subsidiary, we manufacture and market branded generic pharmaceuticals, certain other generic pharmaceuticals
known as “specials” and certain pharmaceuticals outside of the United Kingdom’s National Health Service
drug tariff referred to as NP8’s. LLC holds the exclusive U.S. manufacturing and distribution rights for the Centri
Controlled Entry System, a unique, closed cabinet, nominal dose transmission full body x-ray scanner. Our real estate
leasing revenues are generated from a commercial property under a long-term lease. Additionally, the Company’s real
estate investment unit holds a limited liability company interest in a commercial restoration project in Hawaii.

Going
Concern

These
financial statements have been prepared on a going concern basis, which implies that the Company will not be able to continue
as a going concern without further financing. Currently, the Company must continue to realize its assets to discharge its liabilities
in the normal course of business. The Company has generated minimal revenues to date and has never paid any dividends on its common
stock and is unlikely to pay any common stock dividends or generate significant earnings in the immediate or foreseeable future.

For
the year ended June 30, 2016, the Company had $29,450 in revenue, a net loss of $1,267,960, and cash of $1,172,960 used in operating
activities. For the nine month period ended March 31, 2017, the Company had a consolidated net loss of $317,559 and used
$390,736 of cash in operating activities. For the three month period ended March 31, 2017, however, the Company had consolidated
net income of $151,641 on net revenues of $427,276. As of March 31, 2017, the Company had cash of $16,891, working capital of
$193,697 and an accumulated deficit of $3,277,175. Although the Company did have consolidated net income for the quarter
ended March 31, 2017, the continuation of the Company as a going concern is still dependent upon the continued financial support
from its stockholders, the ability to raise equity or debt financing, cash proceeds from the sale of assets and the attainment
of profitable operations from the Company’s businesses in order to discharge its obligations. These factors raise substantial
doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments
to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.

2.

SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

Basis
of Presentation

The
unaudited interim condensed financial statements of the Company as of March 31, 2017 and for the three and nine month periods
ended March 31, 2017 and 2016 included herein have been prepared in accordance with accounting principles generally accepted in
the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations
of the Securities and Exchange Commission (the “SEC”). The year-end condensed balance sheet dated as of June 30, 2016
is audited and is presented here as a basis for comparison. Although the financial statements and related information included
herein have been prepared without audit, and certain information and disclosures normally included in financial statements prepared
in accordance with GAAP have been condensed or omitted, the Company believes that the note disclosures are adequate to make the
information presented not misleading. These unaudited condensed financial statements should be read in conjunction with the Company’s
audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K as
of June 30, 2016. In the opinion of our management, the unaudited interim financial statements included herein reflect all adjustments,
consisting of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position,
results of operations, and cash flows for the periods presented. The results of operations for interim periods are not necessarily
indicative of the results expected for the full year or any future period.

6

Principles
of Consolidation

The
consolidated financial statements include the accounts of the Company and its subsidiaries in which we have a controlling voting
interest – 50% or more. To determine if we hold a controlling financial interest in an entity, we first evaluate if we are
required to apply the variable interest entity model (“VIE”) to the entity, otherwise the entity is evaluated under
the voting interest model.

Where
we hold current or potential rights that give us the power to direct the activities of the VIE that most significantly impact
the VIE’s economic performance combined with a variable interest that gives us the right to receive potentially significant
benefits or the obligation to absorb potentially significant losses, we have a controlling financial interest in that VIE. Rights
held by others to remove the party with power over the VIE are not considered unless one party can exercise those rights unilaterally.
When changes occur to the design of an entity, we reconsider whether it is subject to the VIE model. We continuously evaluate
whether we have a controlling financial interest in a VIE. During the quarter ended September 30, 2016, the Company reassessed
the activities of EcoGen Europe Ltd. (EcoGen”), and concluded that EcoGen is a VIE and the Company has the power to direct
the activities of EcoGen and we have concluded that we are the primary beneficiary of EcoGen. Therefore, we have consolidated
herein the accounts of EcoGen.

All
material intercompany accounts have been eliminated upon consolidation. Certain prior year amounts are sometimes reclassified
to be consistent with the current year financial statement presentation. Equity investments, which we have an ownership greater
than 20% but less than 50% through which we exercise significant influence over but do not control the investee and we are not
the primary beneficiary of the investee’s activities, are accounted for using the equity method of accounting. Equity investments,
which we have an ownership less than 20%, are recorded at cost.

Use
of Estimates

The
financial statements and related notes are prepared in conformity with GAAP which requires our management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company
regularly evaluates estimates and assumptions related to valuation and impairment of investments and long-lived assets, and deferred
income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience
and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent
from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s
estimates. To the extent there are material differences between the estimates and the actual results, future results of operations
will be affected.

Revenue
Recognition

We
derive revenue from several types of activities – medical device sales, branded generic pharmaceutical sales, commercial
real estate leasing and financial services. Our medical device sales include the marketing and distribution of certain professional
and consumer grade digital non-contact thermometers, needle destruction unit and advanced bleeding control, non-compression hemostasis.
Through our United Kingdom based subsidiary, we manufacture and market branded generic pharmaceuticals, certain other generic
pharmaceuticals known as “specials” and certain pharmaceuticals outside of the United Kingdom’s National Health
Service drug tariff referred to as NP8’s. Our real estate leasing revenues are from certain commercial properties under
long-term lease. The financial service revenue is from brokerage services earned in connection with debt placement services. The
Company offers customer discounts in certain cases. Such discounts are estimated at time of product sale and deducted from gross
revenues and recorded as deferred revenue.

Cash
and Cash Equivalents

We
consider highly liquid investments with an original maturity of 90 days or less to be cash equivalents.

Marketable
Securities

We
determine the appropriate classification of our marketable securities at the time of purchase and reassess the appropriateness
of the classification at each reporting date. At June 30, 2016, all marketable securities held by the Company have been classified
as available-for-sale and, as a result, are stated at fair value with unrealized gains and losses included as a component of accumulated
other comprehensive income or loss. Realized gains and losses on the sale of marketable securities are determined on a specific
identification basis. Interest and dividend income is recorded when it is earned and deemed realizable by the Company. At June
30, 2016, the fair value of the marketable securities on hand, which consisted entirely of widely recognized publicly-traded securities,
was $339,032. Gross unrealized loss on the fair market value of the marketable securities was $38,860 as of June 30, 2016. As
of June 30, 2016, we had trade date receivables of $302,288 recorded which was related to a sale of securities that had a trade
date prior to June 30, 2016 and a settlement date after that date. The Company did not hold any marketable equity securities at
March 31, 2017.

Accounts
Receivable

Accounts
receivables are amounts due from customers of our pharmaceutical, medical device and financial services divisions. The amount
is reported at the billed amount, net of any expected allowance for bad debts. There was no allowance for doubtful accounts as
of March 31, 2017 and June 30, 2016.

Property
and improvements are stated at cost. We provide for depreciation expense on a straight line basis over each asset’s useful
life depreciated to their estimated salvage value. Buildings are depreciated over a useful life of 20 years. Building improvements
are depreciated over a useful life of 5 to 10 years.

During
the three month period ended March 31, 2017, we decided to sell our Louisiana real estate holdings, which includes our corporate
headquarters on Chemin Metairie Road in Youngsville, Louisiana and a property on Jefferson Street in Lafayette, Louisiana that
we are leasing to a third party. As a result of that decision, we have reclassified the net book value of those properties along
with related mortgage notes are reflected as assets and liabilities held for sale in the balance sheets. All such amounts are
included in the land and hospitality segment. We expect the sale of those properties to occur in 2017 and have, accordingly, presented
the held for sale assets and liabilities as current. The comparable June 30, 2016 balances have also been reclassified held for
sale related assets and liabilities. Based on the present real estate market and discussions with brokers, no impairment of the
recorded amounts has occurred as of March 31, 2017. We are also pursuing the sale of our real estate limited partnership investment
but we cannot conclude such a transaction would occur within one year and, therefore, have not reclassified related assets and
liabilities as held for sale.

7

Income
Taxes

Potential
benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted
Accounting Standard Codification (which we refer to as “ASC”) 740, Income Taxes, as of its inception. Pursuant
to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits
of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more
likely than not it will utilize the net operating losses carried forward in future years. The Company recognizes interest and
penalties related to uncertain tax positions in income tax expense in the period they are incurred. The Company does not believe
that it has any uncertain tax positions. The Company has not filed any corporate tax returns since its inception.

Basic
and Diluted Net Loss Per Share

The
Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both
basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net loss
available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method
and the convertible notes and the convertible preferred stock using the if-converted method. In computing Diluted EPS, the average
stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options
or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of March 31, 2016, the Company
had 7,452,959 potentially dilutive shares from our warrants issued in connection with the November 2014 private equity sale. During
the three month period ended December 31, 2016, 3,726,480 warrants were exercised and the remaining warrants expired. There were
no outstanding warrants as of March 31, 2017.

At
March 31, 2017, including accrued but unpaid interest, there were 38,581,250 shares issuable upon conversion of the notes. Also
at March 31, 2017, including accrued but unpaid dividends, there were potentially 87,500,000 shares issuable upon the conversion
of the Series A Preferred Stock. In addition, including accrued but unpaid dividends, there were potentially 132,208,333 shares
issuable upon the conversion of the Series B Preferred stock. The shares to be issued upon conversion of the warrants and the
shares issuable from the conversion of the notes and the Series A and Series B Preferred stock have been excluded from earnings
per share calculations because these shares are anti-dilutive.

Comprehensive
Income (Loss)

ASC
220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components
in the financial statements. All of our other comprehensive income (loss) results from our available-for-sale marketable securities.

Financial
Instruments

Pursuant
to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level
of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization
within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC
820 prioritizes the inputs into the following three levels that may be used to measure fair value:

Level
1. Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or
liabilities.

Level
2. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for
the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical
assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations
in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level
3. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that
are significant to the measurement of the fair value of the assets or liabilities.

The
Company had marketable securities with a fair market value of $339,032 at June 30, 2016 which are all publicly traded securities
with quoted prices in active markets. The fair value is based on Level 1 assumptions. The Company held no marketable securities
as of March 31, 2017.

8

The
Company’s financial instruments consist principally of cash, marketable securities, accounts receivable, accounts payable
and accrued liabilities, debt, and amounts due to related parties. Pursuant to ASC 820 and ASC 825, the fair value of our cash
is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets.

We
believe that the recorded values of all of our other financial instruments approximate their current fair values because of their
nature and respective maturity dates or durations.

Recent
Accounting Pronouncements

Revenue
Recognition

In
May 2014, the Financial Accounting Standards Board (which we refer to as the “FASB”) issued new guidance intended
to change the criteria for recognition of revenue. The new guidance establishes a single revenue recognition model for all contracts
with customers, eliminates industry specific requirements and expands disclosure requirements. The core principle of the guidance
is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that
reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this
core principle, an entity should apply the following five steps: (1) identify contracts with customers, (2) identify the performance
obligations in the contracts, (3) determine the transaction price, (4) allocate the transaction price to the performance obligation
in the contract, and (5) recognize revenue as the entity satisfies performance obligations. In July 2015, the FASB permitted early
adoption and deferred the effective date of this guidance one year; therefore, it will be effective for the Company in the first
quarter of fiscal 2019 and may be implemented retrospectively to all years presented or in the period of adoption through a cumulative
adjustment. We are currently evaluating what impact the adoption of this guidance would have on our financial position, results
of operations, cash flows and disclosures.

Going
Concern

In
August 2014, the FASB issued guidance on disclosures of uncertainties about an entity’s ability to continue as a going concern.
The guidance requires management’s evaluation of whether there are conditions or events that raise substantial doubt about
the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.
This assessment must be made in connection with preparing financial statements for each annual and interim reporting period. Management’s
evaluation should be based on the relevant conditions and events that are known and reasonably knowable at the date the financial
statements are issued. If conditions or events raise substantial doubt about the entity’s ability to continue as a going
concern, but this doubt is alleviated by management’s plans, the entity should disclose information that enables the reader
to understand what the conditions or events are, management’s evaluation of those conditions or events and management’s
plans that alleviate that substantial doubt. If conditions or events raise substantial doubt and the substantial doubt is not
alleviated, the entity must disclose this in the footnotes. The entity must also disclose information that enables the reader
to understand what the conditions or events are, management’s evaluation of those conditions or events and management’s
plans that are intended to alleviate that substantial doubt. The amendments are effective for annual periods and interim periods
within those annual periods beginning after December 15, 2016. We do not expect that adoption will have a material impact on our
financial position, results of operations, cash flows or disclosures.

Debt
Issuance Costs

In
April 2015, the FASB issued new guidance which requires debt issuance costs to be presented in the balance sheet as a direct deduction
from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The new guidance
does not affect the recognition and measurement of debt issuance costs. Therefore, the amortization of such costs will continue
to be calculated using the interest method and be reported as interest expense. The new guidance does not specifically address,
and therefore does not affect, the balance sheet presentation of debt issuance costs for revolving debt arrangements. This new
guidance was effective for the Company in the first quarter of fiscal 2017, and applied on a retrospective basis. Our unamortized
debt issuance cost is $36,113 as of March 31, 2017 and $34,791 as of June 30, 2016. As the Company continues to raise capital
to execute its growth strategy, the use of debt in the future may have additional issuance costs to be accounted for under this
guidance.

Leases

In
February 2016, the FASB issued ASU 2016-02, Leases, which amended guidance for lease arrangements in order to increase
transparency and comparability by providing additional information to users of financial statements regarding an entity’s
leasing activities. The revised guidance requires reporting entities to recognize lease assets and lease liabilities on the balance
sheet for substantially all lease arrangements. The new guidance is effective for the Company in the first quarter of fiscal year
2020 and will be applied on a modified retrospective basis beginning with the earliest period presented. The Company is currently
evaluating the impact of adopting this guidance on our consolidated financial statements.

9

3.

OTHER
ASSETS

On
March 23, 2016, RedHawk Pharma UK Ltd acquired a 25% equity interest in EcoGen Europe Ltd (which we refer to as “EcoGen”)
from Scarlett Pharma Ltd (which we refer to as “Scarlett”). The Company has agreed to issue to Scartlett up to 100
million restricted shares of common stock of the Company. Under the terms of the purchase agreement, 10 million shares were issued
to Scarlett at closing with an additional 90 million shares (which we refer to as the “Earnout Shares”) to be issued
and vested pro rata as EcoGen reports audited EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization). The issuance
and vesting of the Earnout Shares will occur annually based upon audited results of EcoGen and will conclude with the earlier
of EcoGen attaining cumulative EBITDA of $100 million or seven years from the closing date.

Additionally,
during the seven-year period commencing on the closing date, the Company has the right, but not the obligation, to increase its
ownership position in EcoGen up to a maximum of 49% of the entire capital of EcoGen. Should the Company exercise its option to
increase its ownership position, the Company will issue to Scarlett, pro rata, up to an additional 100 million restricted shares
of the common stock of the Company.

Concurrent
with the execution of the purchase agreement, the Company entered into a consultancy agreement with Scarlett for the marketing
and distribution in the United Kingdom and, where available, other European and Middle East countries, certain medical device
products offered by RedHawk Medical Products UK Ltd.

Beginning
with quarter ended September 30, 2016, we have consolidated the accounts of EcoGen in our financial statements. In the quarter
ended September 30, 2016, the Company reassessed the activities of EcoGen, and we again concluded that EcoGen is a VIE and the
Company has the power to direct the activities of EcoGen and we have concluded that we are the primary beneficiary of EcoGen.
No change to that conclusion occurred in the quarter ended March 31, 2017.

On
September 26, 2016, the Company announced it had agreed to acquire up to a 25% interest in Marlin USA Energy Partners, LLC (“Marlin”),
the minority owner of Tigress Energy Partners, LLC. As of March 31, 2017, the Company has made a $70,000 cash investment related
to this agreement and has a 3.5% interest in Marlin. This investment is accounted for at cost as of March 31, 2017. Subsequent
to March 31, 2017, the Company sold its investment in Marlin for $70,000 cash.

4.

LOAN
AND INSURANCE NOTE PAYABLE

We
finance a portion of our insurance premiums. At March 31, 2017, the outstanding balance due on our premium finance agreements
was $6,223.

5.

RELATED PARTY TRANSACTIONS

Effective December 1,
2016, the Company entered into a $250,000 Commercial Note Line of Credit (which we refer to as the “Line of Credit”)
with a stockholder and officer of the Company to evidence prior indebtedness and provide for future borrowings. The advances are
used to fund our operations. The Line of Credit accrues interest at 5% per annum and matures on March 31, 2018. At maturity, or
in connection with a pre-payment, subject to the conditions set forth in the Line of Credit, the stockholder has the right to
convert the amount outstanding (or the amount of the prepayment) into the Company’s Series B Preferred Stock at the par
value of $1,000 per share. At March 31, 2017, the principal balance totaled $161,613. The amount is included in noncurrent assets
based on the expectation that either the Line of Credit maturity date will be extended or the amount outstanding will be converted
to preferred stock as allowed for in the agreement.

For
the nine months ended March 31, 2017, EcoGen had sales to customers which are controlled by individuals which are shareholders
of EcoGen and are the noncontrolling interests in our consolidated financial statements. These sales totaled $1,240,847 on a gross
basis and had discounts of $968,010. A portion of these discounts were at levels that exceeded discounts offered to unaffiliated
customers. During the quarter ended March 31, 2017, management of RedHawk and these noncontrolling shareholders of EcoGen reached
an agreement whereby $313,177 of such discounts are to be considered a deemed distribution and full settlement of preferred shares
in EcoGen that were previously outstanding. Accordingly, certain discounts recorded during the quarter ended March 31, 2017 and
in prior periods were reversed and reflected as a reduction to the noncontrolling interest equity account as of March 31, 2017.

In
the quarter ended March 31, 2017, certain members of management agreed to forego management fees in consideration of the operating
cash flow needs of the Company. There is not a set timeline to reinstitute such management fees.

6.

LONG-TERM
DEBT, DEBENTURES AND LINE OF CREDIT

We
have authorized the issuance of up to $1 million in principal amount of convertible promissory notes (which we refer to as the
“Convertible Notes”). The Convertible Notes are secured by certain Company real estate holdings and real estate holdings
of a stockholder. The Convertible Notes mature on the fifth anniversary of the date of issuance and are convertible into shares
of our common stock at a price of $0.015 per share. Interest accrues at a rate of 5% per annum and is payable semi-annually. Beginning
180 days after issuance of the Convertible Notes, the Company has the option to issue a notice of its intent to redeem, for cash,
an amount equal to the sum of (a) 120% of the then outstanding principal balance, (b) accrued but unpaid interest and (c) all
liquidated damages and other amounts due in respect of the Convertible Notes. The Company may only issue the notice of its intent
to redeem the Convertible Notes if the trading average of the Company’s common stock equals or exceeds 300% of the conversion
price during each of the five business days immediately preceding the date of the notice of intent to redeem. The holder of the
Convertible Notes has the right to convert all or any portion of the Convertible Notes at the conversion price at any time prior
to redemption. At March 31, 2017, there were $571,844 ($449,439 net of deferred financing costs and beneficial conversion option)
of Convertible Notes outstanding, including $21,844 of interest paid in kind, which are convertible into our common stock at a
conversion rate of $0.015 per share or 38,581,250 shares.

We
had a $1,000,000 line of credit with a bank of which $1,000,495 was outstanding as of June 30, 2016. The line of credit was due
upon demand and was secured by marketable securities, a corporate guarantee and the guarantee of a stockholder who is also an
officer of the Company. During the nine month period ended March 31, 2017, the outstanding balance on the line of credit was paid
in full.

10

7.

STOCKHOLDERS’
EQUITY

Effective
on October 13, 2015, we amended and restated our articles of incorporation as previously adopted by a majority vote of our stockholders.
The amended and restated articles of incorporation, among other things, changed our name to RedHawk Holdings Corp., authorized
5,000 shares of Preferred Stock, and increased the number of authorized shares of common stock from 375,000,000 to 450,000,000.

Preferred
Stock

Pursuant
to a certificate of designation filed with the Secretary of State of the State of Nevada, effective November 12, 2015, 2,750 shares
of our authorized Preferred Stock have been designated as Series A 5% Convertible Preferred Stock, originally with a $1,000 stated
value (which we refer to as “Series A Preferred Stock”). The holders of the Series A Preferred Stock are entitled
to receive cumulative dividends at a rate of 5% per annum, payable quarterly in cash, or at the Company’s option, such dividends
shall be accreted to, and increase, the stated value of the issued Series A Preferred Stock (which we refer to as “PIK”).
Holders of the Series A Preferred Stock are entitled to votes on all matters submitted to stockholders at a rate of ten votes
for each share of common stock into which the Series A Preferred Stock may be converted. After six months from issuance, each
share of Series A Preferred Stock is convertible, at the option of the holder, into the number of shares of common stock equal
to the quotient of the stated value, as adjusted for PIK dividends, by $0.015, as adjusted for stock splits and dividends.

Pursuant
to a certificate of designation filed with the Secretary of State of the State of Nevada, effective February 16, 2016, 1,250 shares
of our authorized Preferred Stock have been designated as Series B 5% Convertible Preferred Stock, originally with a $1,000 stated
value (which we refer to as “Series B Preferred Stock”). The holders of the Series B Preferred Stock are entitled
to receive cumulative dividends at a rate of 5% per annum, payable quarterly in cash, or at the Company’s option, such dividends
shall be accreted to, and increase, the stated value of the issued Series B Preferred Stock (which we refer to as “PIK”).
Holders of the Series B Preferred Stock are entitled to votes on all matters submitted to stockholders at a rate of ten votes
for each share of common stock into which the Series B Preferred Stock may be converted. After six months from issuance, each
share of Series B Preferred Stock is convertible, at the option of the holder, into the number of shares of common stock equal
to the quotient of the stated value, as adjusted for PIK dividends, by $0.01, as adjusted for stock splits and dividends.

11

Warrants

During
November 2014, we completed a private equity sale of 14,905,918 shares of common stock generating proceeds of $49,900. As a component
of this private equity sale, 7,452,959 warrants to acquire common stock of the Company were also issued with an exercise price
of $0.005 per share. During the nine month period ended March 31, 2017, 3,726,480 warrants were exercised and the remaining warrants
expired.

8.

INCOME
TAXES

As
of June 30, 2016, the Company had approximately $2,400,000 of net operating losses carried forward to offset taxable income in
future years which expire commencing in fiscal 2026 and run through 2036. The related deferred income tax asset of these net operating
losses is estimated to be $800,000 as of June 30, 2016 based on statutory federal income tax rates in effect. Such amounts have
increased slightly as of March 31, 2017. However, there is no net tax asset recorded as of March 31, 2017 or June 30, 2016 as
a 100% valuation allowance has been established for the tax benefit generated. At March 31, 2017 and June 30, 2016, the Company
had no uncertain tax positions.

The
Company accounts for interest and penalties relating to uncertain tax provisions in the current period statement of operations,
as necessary. The Company has never filed a tax return. In order to utilize the available net operating loss carryforwards, the
Company will need to prepare and file all tax returns since its inception. The Company’s tax years from inception are subject
to examination.

Due
to our history of operating losses and the uncertainty surrounding the realization of the deferred tax assets in future years,
our management has determined that it is more likely than not that the deferred tax assets will not be realized in future periods.
Accordingly, the Company has recorded a valuation allowance against its net deferred tax assets.

9.

SEGMENT
INFORMATION

SFAS
No. 131, “Disclosures About Segments of an Enterprise and Related Information,” requires that companies disclose
segment data based on how management makes decisions about allocating resources to segments and measuring their performance. Currently,
we conduct our businesses in three operating segments – Land & Hospitality, Medical Device and Pharmaceutical, and Other
Services. Our Land & Hospital and Other Services business units operate in the United States. Our Medical Device and Pharmaceutical
business unit currently operates primarily in the United Kingdom. All remaining assets, primarily our corporate offices and investment
portfolio, are located in the United States. The segment classified as Corporate includes corporate operating activities that
support the executive offices, capital structure and costs of being a public registrant. These costs are not allocated to the
operating segments when determining profit or loss. The following table reflects our segments as of March 31, 2017 and 2016 and
for the nine and three month periods then ended. Prior to the quarter ended March 31, 2016, we did not have separately identifiable
segments.

12

MEDICAL

Nine months ended

LAND &

DEVICE &

OTHER

March 31, 2017

HOSPITALITY

PHARMA

SERVICES

CORPORATE

TOTAL

Operating revenues, gross

$

29,250

$

1,527,298

$

-

$

-

$

1,556,548

Operating revenues, net

$

29,250

$

795,142

$

-

$

-

$

824,392

Operating income (loss)

$

(5,079

)

$

137,718

$

(26,292

)

$

(354,903

)

$

(248,556

)

Interest expense

$

11,665

$

766

$

-

$

32,946

$

45,377

Depreciation and amortization

$

15,667

$

52,671

$

-

$

-

$

68,338

Identifiable assets

$

1,373,352

$

589,530

$

74,465

$

562,456

$

2,599,803

MEDICAL

Nine months ended

LAND &

DEVICE &

OTHER

March 31, 2016

HOSPITALITY

PHARMA

SERVICES

CORPORATE

TOTAL

Operating revenues, gross

$

14,950

$

-

$

4,750

$

-

$

19,700

Operating income (loss)

$

(2,768

)

$

(276,283

)

$

(17,098

)

$

(666,764

)

$

(962,913

)

Interest expense

$

5,995

$

-

$

-

$

6,567

$

12,562

Depreciation and amortization

$

10,646

$

51,498

$

-

$

-

$

62,144

Identifiable assets

$

1,395,344

$

674,776

$

4,602

$

1,670,664

$

3,745,386

MEDICAL

Three
months ended

LAND
&

DEVICE
&

OTHER

March
31, 2017

HOSPITALITY

PHARMA

SERVICES

CORPORATE

TOTAL

Operating
revenues, gross

$

9,750

$

329,181

$

-

$

-

$

338,931

Operating
revenues, net

$

9,750

$

417,526

$

-

$

-

$

427,276

Operating
income (loss)

$

8,178

$

121,337

$

(22,446

)

$

62,284

$

169,353

Interest
expense

$

11,664

$

766

$

-

$

(3,242

)

$

9,188

Depreciation
and amortization

$

(30

)

$

17,795

$

-

$

-

$

17,765

MEDICAL

Three
months ended

LAND
&

DEVICE
&

OTHER

March
31, 2016

HOSPITALITY

PHARMA

SERVICES

CORPORATE

TOTAL

Operating
revenues, gross

$

9,750

$

-

$

-

$

-

$

9,750

Operating
income (loss)

$

(2,666

)

$

(229,960

)

$

-

$

(439,400

)

$

(672,026

)

Interest
expense

$

8,869

$

-

$

-

$

-

$

8,869

Depreciation
and amortization

$

7,833

$

17,166

$

-

$

-

$

24,999

10.

SUBSEQUENT
EVENTS

The
Company evaluates subsequent events through the time of our filing on the date we issue our financial statements, which was on
June 14, 2017. The following are matters which occurred subsequent to May 31, 2017:

-

Subsequent
to March 31, 2017, the Company sold its investment in Marlin for $70,000 cash;

13

Item
2.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

This
Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements.
Forward-looking statements are all statements other than statements of historical facts. The words “may,” “can,”
“will” “should,” “plans,” “believes,” “estimates,” “expects,”
“projects,” “targets,” “intends,” “potential,” “proposed,” and any
similar expressions are intended to identify those assertions as forward-looking statements. Investors are cautioned that forward-looking
statements are predictions and are inherently uncertain. Actual performance and results may differ materially from that projected
or suggested herein due to certain risks and uncertainties. In evaluating forward-looking statements, you should consider the
various factors which may cause actual results to differ materially from any forward-looking statements, including the risks below
and those listed in the “Risk Factors” section of our latest 10-K report:

●

Changes
in the effects of the significant level of competition that exists in the medical device distribution industry, or our inability
to attract customers for other reasons.

●

The
unexpected cost of regulation applicable to our industry, and the possibility of future additional regulation.

●

Our
lack of insurance coverage in the event we incur an unexpected liability.

●

Our
lack of a proven operating history and the possibility of future losses that are greater than we currently anticipate.

●

The
possibility that we may not be able to generate revenues or access other financing sources necessary to operate our business.

●

Our
inability to attract necessary personnel to run and market our business.

●

The
volatility of our stock price.

●

Changes
in the market prices for our products, or our failure to perform or renew the distribution agreement for our products.

●

Our
failure to execute our growth strategy or enter into other lines of business that we may identify as potentially profitable
for our company.

●

Changes
in economic and business conditions.

●

Changes
in accounting policies and practices we may voluntarily adopt or that we may be required to adopt under generally accepted
accounting principles in the United States.

Although
we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. New risks and uncertainties arise over time, and it is not possible for us to
predict the occurrence of those matters or the manner in which they may affect us. Except as required by law, we are not obligated
to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise. Therefore, you should not rely on these forward-looking statements as of any date subsequent to the date of this
Quarterly Report on Form 10-Q.

14

Overview

RedHawk
Holdings Corp. was incorporated in the State of Nevada on November 30, 2005 under the name “Oliver Creek Resources, Inc”.
At its inception, we were an exploration stage company engaged in the acquisition, exploration and development of natural resources.
We discontinued our oil and gas operations in 2014 and changed our business focus. Currently, we are a diversified holding company
which, through our subsidiaries, is engaged in sales and distribution of medical devices, sales of branded generic pharmaceutical
drugs, commercial real estate investment and leasing, sales of point of entry full-body security systems, and specialized financial
services. Through its medical products business unit, the Company sells WoundClot Surgical - Advanced Bleeding Control, the SANDD™
Insulin Needle Destruction Unit (formerly known as the Disintegrator™), the Carotid Artery Digital Non-Contact Thermometer
and Zonis®. Through our United Kingdom based subsidiary, we manufacture and market branded generic pharmaceuticals, certain
other generic pharmaceuticals known as “specials” and certain pharmaceuticals outside of the United Kingdom’s
National Health Service drug tariff referred to as NP8’s. Our real estate leasing revenues are generated from a commercial
property under a long-term lease. Additionally, the Company’s real estate investment unit holds limited liability company
interest in a commercial restoration project in Hawaii. The Company’s financial service revenue is from brokerage services
earned in connection with debt placement services. RedHawk Energy holds the exclusive U.S. manufacturing and distribution rights
for the Centri Controlled Entry System, a unique, closed cabinet, nominal dose transmission full body x-ray scanner.

Working
Capital

March 31, 2017

June 30, 2016

Current Assets

$

1,386,682

$

2,435,858

Current Liabilities

$

1,192,985

$

2,100,310

Working Capital (Deficit)

$

193,697

$

335,548

RESULTS
OF OPERATIONS

Operating
Revenues

During
the quarter ended December 31, 2015, we commenced operations in our financial services and commercial real estate leasing business
units. On December 31, 2015, our medical device business unit completed the acquisition of certain specialized tangible and intangible
medical devices. On March 23, 2016, RedHawk Pharma UK Ltd acquired a 25% equity interest in EcoGen Europe Ltd, a United Kingdom
based distributor of branded generic pharmaceuticals. Sales of our medical devices and branded generic pharmaceuticals commenced
during the quarter ending September 30, 2016. Prior to the quarter ended September 30, 2016, we had earned minimal revenue.

For the nine month period ended March 31,
2017, gross and net revenues from our pharmaceutical products, medical devices and commercial rentals totaled $1,556,548
and $824,392, respectively. Revenues in the pharmaceutical and medical device business unit are expected to continue to
improve as market acceptance of our products increases. Additionally, net sales are expected to improve as the Company’s
pharmaceutical sales become more weighted to its branded generics which offer lower discounts than the discounts offered for Company’s
“special” pharmaceuticals.

Operating
Expenses and Loss from Continuing Operations

For the three month period ended March 31,
2017, we report consolidated net income of $151,641 on revenues of $427,276 as compared to a net loss of $653,811
on minimal revenues for the comparable three month period ended March 31, 2016. The reason for the improve profitability resulted
from increased revenues and a reduction in non-recurring operating expenses.

Operating
expenses for the three month period ended March 31, 2017 totaled $257,923, a $423,853 reduction in the $681,776
of operating expenses for the comparable three month period ended March 31, 2016. The reduction in operating expenses was primarily
attributable to lower professional and management fees during the current three month period. Additionally, the Company had
accrued certain sales and marketing expenses related to activities that have now been deferred to future periods resulting
in the reversal of such accruals that result in the negative sales and marketing expenses for the three month period ended
March 31, 2017.

For
the nine month period ended March 31, 2017, we incurred a consolidated net loss of $317,559 or $nil per share compared
with a loss of $788,924 or $nil per share for the nine months ended March 31, 2016. The decrease in the loss was primarily attributable
to (i) improved sales discounts offered to customers in connection with the initial marketing of our pharmaceutical products,
including the reversal of certain above market discounts to customers affiliated to the noncontrolling interests of EcoGen
based on the agreement that such discounts are deemed distributions to such parties related to preferred shares of EcoGen;
(ii) reductions in non-recurring transaction costs incurred in connection with certain pending acquisitions; (iii) reductions
in certain litigation costs incurred in connection with claims against certain investors from the November 2014 private equity
raise and the pursuit of claims against the Company’s former professionals; and (iv) reductions in management fees.

Operating
expenses for the nine months ended March 31, 2017 were $1,072,948 compared with $982,613 for the nine months ended March
31, 2016. The increase of approximately $90,335 was principally due to increased business activity during the 2017 nine
month period which did not exist during the comparable nine month 2016 period. These increased operating costs were partially
offset by reductions in expenses discussed above.

15

Liquidity
and Capital Resources

As
of March 31, 2017, we had cash and cash equivalents of $16,891 compared with $727,631 at June 30, 2016. Additionally, at June
30, 2016, we had $339,032 of marketable securities compared with $nil at March 31, 2017.

During
the nine month period ended March 31, 2017, we completed the funding of $210,000 of new convertible notes. With the available
proceeds from the notes, combined with available cash and proceeds from the sale of our marketable securities, we paid the balance
outstanding under the line of credit.

During
the three months ended September 30, 2016, as we commenced sales of our pharmaceutical products and medical devices, we continued
to focus on recapitalizing our balance sheet and reducing cash outlays for recurring operating costs. During the nine month period
ended March 31, 2017, we also used available cash to acquire pharmaceutical and medical device inventories and finance increased
business activity.

At March 31, 2017, we had total assets of
$2,599,803 compared with $3,638,816 at June 30, 2016. We had total liabilities of $1,804,037 at March 31, 2017 compared
with $2,342,427 at June 30, 2016. The decrease in total liabilities was principally due to the reduction of the outstanding balance
due under the line of credit which was partially offset by an increase in convertible notes payable.

To
provide liquidity to meet current obligations, during the quarter ended December 31, 2016, the Company entered into a $250,000
line of credit with a stockholder and officer of the Company. As of March 31, 2017, this line of credit has approximately $90,000
of availability. In addition, the Company is pursuing the sale of its real estate holdings. Also refer to the Going Concern
section of Note 1 to our unaudited consolidated financial statements.

Cash
Flows

Nine months ended March 31,

2017

2016

Cash Flows used in Operating Activities

$

(390,736

)

$

(539,257

)

Cash Flows provided by (used in) Investing Activities

$

297,574

$

543,675

Cash provided by (used in) Financing Activities

$

(629,370

)

$

329,828

Net Increase (Decrease) in Cash During Period

$

(710,739

)

$

334,246

Cash
Flow from Operating Activities

During the nine month period ended March 31,
2017, $390,736 of cash was used in our operating activities as compared to $537,257 in the comparable nine month period
ended March 31, 2016. Changes to our operating activities are sporadic and result from the early stage of implementation of our
business strategies that are supported by capital raising activities.

For the nine month period ended March 31, 2017, we incurred a net loss of $317,559.
We have consolidated the financial operations of EcoGen Europe Ltd. EcoGen commenced sales of its branded generic drugs and specials
during this nine month period. As a result of this increased business activity, our accounts receivables and inventories increased
a total of approximately $27,000 and our accounts payable and accrued liabilities increased by approximately $158,000.
In addition, $313,177 of net revenue related to sales to customers affiliated with the noncontrolling interests in EcoGen were
considered to be deemed distribution to those noncontrolling interests and served to redeem preferred shares in EcoGen that were
previously outstanding.

Cash
Flow from Investing Activities

During the nine month period ended
March 31, 2017, we received approximately $368,000 from the sale of marketable securities. We also invested
$70,000 into Marlin USA energy Partners, LLC.

16

Cash
Flows from Financing Activities

During the nine month period ended
March 31, 2017, we received $210,000 from the issuance and sale of our convertible debentures and approximately
$160,000 from advances from a related party under a line of credit agreement. The proceeds from the convertible debentures,
combined with the proceeds from the sale of the marketable securities and available cash, was used to pay in full the outstanding
principal balance on our line of credit of approximately $1,000,000.

Going
Concern

We
have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities.
For these reasons, there is substantial doubt that we will be able to continue as a going concern without further financing.

Off-Balance
Sheet Arrangements

We
have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that are material to stockholders.

Future
Financings

We
will continue to rely on financial support from our stockholders and our ability to raise equity capital or debt financing in
order to continue to fund our business operations. Issuances of additional shares and debt instruments convertible into shares
of our stock will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales
of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Use
of Estimates and Critical Accounting Policies

Our
financial statements and accompanying notes have been prepared in accordance with GAAP applied on a consistent basis. The preparation
of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting periods.

We
regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A summary of these policies
is included in the notes to our financial statements. In general, our management’s estimates are based on historical experience,
information from third party professionals, and various other assumptions that are believed to be reasonable under the facts and
circumstances. Actual results could differ from those estimates made by management.

17

Recently
Issued Accounting Pronouncements

We
have implemented all new accounting pronouncements that are in effect and applicable to us. These pronouncements did not have
any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new
accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.
Pending accounting pronouncements that are effective for future periods are discussed in Note 2 to our unaudited consolidated
financial statements.

ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As
a smaller reporting company, we are not required to provide the information under this item.

ITEM
4. CONTROLS AND PROCEDURES.

Management’s
Report on Disclosure Controls and Procedures

The
Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in
the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial Officer to allow for timely decisions regarding required
disclosure.

As
of the end of the quarter covered by this Quarterly Report on Form 10-Q, we carried out an evaluation of the effectiveness of
the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, our Chief Executive
Officer and Chief Financial Officer concluded, in light of material weaknesses in our internal controls, that the Company’s
disclosure controls and procedures were not effective as of the end of the period covered by this Quarterly Report on Form 10-Q.
The Company has a limited number of employees and, as such, all cash receipts and disbursements are controlled by our Chief Executive
Officer and Chief Financial Officer. Therefore, segregation of duties surrounding certain processes are not adequately maintained.

Changes
in Internal Control Over Financial Reporting

During
the period covered by this Quarterly Report on Form 10-Q, there were no changes in the Company’s internal control over financial
reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial
reporting.

18

PART
II - OTHER INFORMATION

ITEM
1. LEGAL PROCEEDINGS.

Other
than as described below, we know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff
in any material proceeding or pending litigation. Other than as described below, there are no proceedings in which our director,
officer or any affiliates, or any registered or beneficial stockholder, is a party adverse to us or has a material interest adverse
to our interest.

On
August 5, 2015, the Company made application with the Financial Industry Regulatory Authority (“FINRA”) for permission
to change the Company’s name and our ticker symbol from IDNG to HAWC. On October 13, 2015, we amended our articles of incorporation
with the Secretary of State of the State of Nevada to change the Company’s name from “Independence Energy Corp.”
to “RedHawk Holdings Corp.”

On
November 5, 2015, we received a notice from FINRA that they declined our request as being “deficient and…necessary
for the protection of investors.” The FINRA decision was based on previously resolved allegations against Daniel J. Schreiber,
our former Chief Executive Officer. Mr. Schreiber continues to beneficially own approximately 8.5% of our common stock.

In January 2017, the
Company joined with its largest shareholder and filed suit in United States District Court for the Eastern District of Louisiana
against Daniel J. Schreiber, individually, and the Schreiber Living Trust Dated September 8, 1995 (Case No. 2:17-cv-00819). The
complaint includes allegations against the Defendants for Securities Fraud under Sections 10B and 20 of the Exchange Act and SEC
Rule 10b-5; Securities Fraud under Sections 18 and 20 of the Exchange Act; Fraud under Louisiana State Law; Breach of contract;
Unjust Enrichment; and, Breach of Fiduciary Duties.

In April 2017, Daniel J. Schreiber, individually,
and as Trustee of the Schreiber Living Trust, filed suit against the Company and its board of directors, individually, in the
United States District Court for the Southern District of California (Case No. 17CV0824WQHBLM). The complaint alleges RedHawk
has unfairly blocked the Schreiber Living Trust from selling its ownership shares in the Company; includes allegations of Violation
of UCC Section 8-401 and Equivalent State Law; Breach of Fiduciary Duty; Negligence and Unfair Business Practices. The Company
denies all of the allegations alleged in the complaint and intends to vigorously defend itself and its board of directors against
the allegations set forth in the complaint.

As
of the date of this Quarterly Report on Form 10-Q, the Company is subject to a pending legal proceeding in the United States District
Court for the Eastern District of New York (the “Court”) (Case No. 15-cv-06532 ADS). On February 3, 2016, an Amended
Complaint was filed by American Medical Distributors, Inc. (“AMD”), on behalf of the stockholders of the Company and
as the plaintiff, against the following defendants: the Company, Saturna Group Chartered Accountants, LLP (“Saturna”),
the Company’s former accountants, PLS CPAs (“PLS”), the Company’s former registered public accounting
firm, and MacDonald Tuskey (“MacDonald”), the Company’s former securities attorneys. Pursuant to the Amended
Complaint, AMD alleges that the defendants assisted the Company’s former management in overstating the disclosed valuation
of the Company’s ownership interest in certain oil and gas leases and wells, thus resulting in irreparable damage to the
Company and its stockholders. Such allegations are based on that certain Asset Purchase Agreement, dated March 31, 2014, by and
between AMD and the Company. The petition demands “trial by jury” and seeks damages, jointly and severally, from the
defendants of not less than $700,000.

The
Company has filed an original and amended answer to the petition including defenses, counterclaims, cross-claims and interpleader
claims. In its filings, the Company asserted multiple defenses to AMD’s claims and also named Gregory Rotelli, the Company’s
former Chief Executive Officer, as a Defendant. The Company otherwise denied it owed any liability to AMD and asserted, in the
alternative, that if it were to be found liable to AMD for any damages, then the other defendants were liable to the Company for
those damages. Finally, the Company asserted proper venue for the action was the Southern District of New York, and if the case
should go forward, it should be transferred there.

The Court has now entered a Memorandum of
Decision & Order. It has dismissed the claims against Saturna and PLS for a lack of jurisdictional venue. The Court transferred
the claims against MacDonald, Gregory Rotelli and the Company to the United States District Court for the Southern District of
New York. At this point, the Company has not yet determined if it will continue pursuing the claims against Saturna and
PLS in another jurisdictional venue.

ITEM
1A. RISK FACTORS.

As
a smaller reporting company, we are not required to provide the information under this item.

ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM
3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM
4. MINE SAFETY DISCLOSURES.

Not
applicable.

ITEM
5. OTHER INFORMATION.

None.

19

ITEM
6. EXHIBITS.

The
following exhibits are either filed herewith or incorporated herein by reference:

Exhibit
Number

Description
of Exhibit

(3)

Articles
of Incorporation and Bylaws

3.01

Articles
of Incorporation (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form SB-2 filed on March 7, 2006)

3.02

Bylaws
(incorporated by reference to Exhibit 3.2 to our Registration Statement on Form SB-2 filed on March 7, 2006)

3.03

Certificate
of Amendment filed on July 23, 2008 (incorporated by reference to Exhibit 3.02 to our Current Report on Form 8-K filed on
August 14, 2008)

3.04

Certificate
of Change filed on July 23, 2008 (incorporated by reference to Exhibit 3.01 to our Current Report on Form 8-K filed on August
14, 2008)

3.05

Certificate
of Change filed on June 14, 2012 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on June
15, 2012)

3.06

Amended
and Restated Articles of Incorporation of RedHawk Holdings Corp. filed October 12, 2015 (Incorporated by reference to Exhibit
3.1 to our Current Report on Form 8-K filed on October 16, 2015).

3.07

Certificate
of Designation filed on November 12, 2015 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed
on November 19, 2015).

3.08

Certificate
of Designation filed on February 16, 2016 (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed
on January 5, 2016).

(10)

Material
Contracts

10.1

Assignment
dated June 1, 2015 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 19, 2015).

(31)

Rule
13a-14(a) / 15d-14(a) Certifications

31.1*

Certification
of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification
of the Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(32)

Section
1350 Certifications

32.1*

Certification
of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

Certification
of the Principal Financial Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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